Yield10 Bioscience Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$YTEN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 7, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (617 ) 583-1700
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2024, Yield10 Bioscience, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) that includes the following material change:
•The aggregate number of shares of the Company’s common stock that may be issued under the 2018 Plan is increased by 10,416 shares, as adjusted for the 1-for-24 reverse stock split that was effected by the Company on May 2, 2024 (250,000 shares on a pre-split basis), subject to adjustment for certain changes in the Company’s capitalization.
A detailed summary of the material features of the 2018 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024. That summary and the foregoing description is qualified in its entirety by reference to the text of the 2018 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of April 24, 2024, the record date for the Annual Meeting, there were 642,546 shares (as adjusted to reflect the reverse stock split discussed above, or 15,420,951 shares on a pre-split basis) of the Company’s common stock outstanding and entitled to vote. At the Annual Meeting, the holders of 339,494 shares (as adjusted to reflect the reverse stock split discussed above, or 8,147,862 shares on a pre-split basis) of the Company’s common stock were present or represented by proxy, which represented 52.83% of the total shares entitled to vote at the Annual Meeting.
A summary of the matters voted upon by the stockholders at the Annual Meeting, each of which is described in the Company’s definitive proxy statement filed with the SEC on April 29, 2024, and the final voting results for each matter are set forth below. Vote counts in the tables below under each applicable proposal are shown on a pre-split basis.
Proposal 1 - Election of Directors:
Stockholders reelected the nominees identified below as Class III directors of the Company to hold office until the annual meeting of stockholders in 2027 and until their successors are elected and qualified, subject to their earlier death, resignation or removal. The voting results for the nominees were as follows:
Name of Class I Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Anthony J. Sinskey, Sc.D. | 4,025,946 | 282,354 | 3,839,562 | ||||||||
| Richard W. Hamilton, Ph.D. | 4,055,707 | 252,593 | 3,839,562 | ||||||||
Proposal 2 – Amendment to Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 60 Million to 150 Million:
Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60 million to 150 million, as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 6,932,153 | 620,960 | 594,749 | ||||||
Proposal 3 – Adjournment of the Special Meeting:
Stockholders approved the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2:
| Votes For | Votes Against | Abstentions | ||||||
| 7,122,260 | 431,091 | 594,511 | ||||||
Proposal 4 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
The selection of Berkowitz Pollack Brant Advisors +CPAs, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 and the fiscal year ending December 31, 2024, was ratified, based on the following votes:
| Votes For | Votes Against | Abstentions | ||||||
| 7,798,008 | 123,216 | 226,638 | ||||||
Proposal 5 – Advisory Vote on Compensation of Named Executive Officers:
Stockholders approved, on an advisory basis, the compensation of the named executive officers of the Company. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 3,560,777 | 300,172 | 447,351 | 3,839,562 | ||||||||
Proposal 6 – Advisory Vote on the Frequency of Future Advisory Votes on Compensation of Named Executive Officers:
Stockholders indicated, on an advisory basis, three years as the preferred frequency for future votes to approve the compensation of the named executive officers of the Company. The voting results for the proposal were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | ||||||||
| 827,982 | 18,838 | 2,944,411 | 517,069 | ||||||||
In accordance with this vote, the Company’s Board of Directors has determined that future say-on-pay votes will be conducted every three years.
Proposal 7 – Approval of Issuance of Shares Upon Exercise of Warrants:
Stockholders approved the issuance of up to 6,382,280 shares of common stock upon the exercise of warrants issued to certain institutional investors pursuant to an Exchange Agreement, dated March 22, 2024, as was required by Nasdaq Listing Rule 5635(d) prior to the Company’s de-listing from the Nasdaq Capital Market effective May 16, 2024. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 3,925,367 | 300,710 | 82,223 | 3,839,562 | ||||||||
Proposal 8 – Approval of an Amendment to the Company's 2018 Plan:
Stockholders approved an amendment to the Company's 2018 Plan to add 10,416 shares (as adjusted to reflect the reverse stock split discussed above, or 250,000 shares on a pre-split basis) of common stock for issuance under the 2018 Plan. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 3,384,271 | 478,380 | 445,649 | 3,839,562 | ||||||||
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Description | |||||||
| Amended and Restated 2018 Stock Option and Incentive Plan | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YIELD10 BIOSCIENCE, INC. | ||||||||
| June 10, 2024 | By: | /s/ Oliver P. Peoples | ||||||
| Oliver P. Peoples | ||||||||
| President & Chief Executive Officer | ||||||||